ATTACHMENT A - Example Contract~3.pdf

ILLINOIS VALLEY SOIL & WATER CONSERVATION DISTRICT

P.O. BOX 352 ~ 331 E COTTAGE PARK DR., STE 1B ~ CAVE JUNCTION, OR 97523

541.592.3731

UPPER ILLINOIS RIVER WATERSHED POSTFIRE RESTORATION PROJECT

CONTRACT NO.: ###

ITB: #REQ-Q10040-00069429

This contract is entered into this _____ day of ______ 2024 by and between _________, herein called the CONTRACTOR and the Illinois Valley Soil & Water Conservation District, herein called the DISTRICT.

I. STATEMENT OF WORK:

1. CONTRACTOR agrees to perform the work under this contract as described in the ITB No.

________ (including Scope of Work, deliverables, and all other conditions), the accepted proposal put forth by the CONTRACTOR, the award letter, and the attached amendments to the Scope of Work, and are hereby made a part of this contract.

2. The CONTRACTOR shall provide qualified professional and technical services to execute the Scope of Work. The CONTRACTOR shall secure all licenses and permits necessary for the type of work being performed; provide all personnel, equipment, communications, transportation, office space, and incidentals necessary to accomplish the work. In addition, the CONTRACTOR shall provide: the superintendence of CONTRACTOR’s and subcontractor(s) general operations and workforce and coordination of CONTRACTOR’s activities with the DISTRICT and project technical advisors.

3. The CONTRACTOR shall at all times control the means and manner of the work being performed by his workforce and subcontractor(s), if any, and shall coordinate all operations with the District Project Manager to ensure work is being done according to design specifications and standards.

II. ESTIMATED WORK SCHEDULE

The District Project Manager will notify the CONTRACTOR when work may begin. The end work date is March 1, 2025, and may be extended depending on DISTRICT approval.

A. No work shall commence until the DISTRICT has awarded the contract and approved, dated, and executed original contracts, and provided the CONTRACTOR with a Notice to Proceed.

B. The established work week shall be Monday through Thursday, with no more than 10-hour workdays, unless otherwise agreed to by the District Project Representative and the Contractor after the award of a contract.

C. The Contractor shall provide all equipment, operators, labor, transportation, and incidentals necessary to perform the work described herein. Work may be subcontracted.

III. PROJECT PERSONNEL:

The principal District personnel and their duties are as follows:

1. District Project Manager: John Bellville – Mr. Bellville, with such assistance as he needs, will ensure the technical and on-the-ground aspects of the work are in accordance with the contract;

coordinate activities with the landowner and other interested parties; inspect work; approve, accept, or reject work; recommend changes or modifications, and approve payments.

2. Contract Officer: William Reid – Mr. Reid has full authority to act on behalf of the DISTRICT in all matters relating to and arising from the activities of the contract. The Contract Officer has the sole authority to approve changes or modifications, settle disputes or claims, and interpret non-technical aspects of the work.

While others may be interested in the work being performed, only the District Project Manager and the District Contract Officer may issue orders under this contract.

IV. SUBCONTRACTORS:

Subcontractors, if any, must be named and approved in writing by the District Project Manager and the District Contract Officer. Approved subcontractors shall be subject to the same insurance and liability requirements as the CONTRACTOR, including workman’s compensation insurance for employees as outlined in Section X INSURANCE & LIABILITY. Payments to approved subcontractors shall be the sole responsibility of the CONTRACTOR and shall not be the responsibility of the DISTRICT.

Subcontractors shall be given the same meaning as determined by State and Federal law and shall not be construed to include employees as subcontractors. All contracts for subcontracted work must include a Liquidated Damages clause approved by the District Project Manager.

V. CONSIDERATION:

A. This contract is awarded in the amount of $###. Payments will be made on a time and materials basis for work as completed according to the proposed budget of $###.

B. The proposed budget reflects costs for one on-site meeting each for Scope of Work items ____ and ____. It is expected that additional onsite meetings between the CONTRACTOR and the technical team and/or landowners may be needed to fulfill the Scope of Work. This additional time may be billed to the District at the standard rate established by the CONTRACTOR, with prior written approval by the District Project Manager.

C. DISTRICT shall make payments for work completed and accepted by the District Project Manager based on unit prices submitted in the Proposed Budget and as invoiced by

CONTRACTOR.

D. The CONTRACTOR shall submit monthly itemized invoices showing the CONTRACTOR’s business name, EIN and license numbers, address, contract number, dates, and type of work performed. Invoices must be signed and dated by the CONTRACTOR and be delivered to the District office at P.O. Box 352, Cave Junction, OR 97523.

E. Payment may take from four to six weeks.

F. DISTRICT certifies, at the signing of this contract, that sufficient funds are available and authorized for expenditure to finance costs of this contract within DISTRICT’S current appropriation or limitation.

G. The DISTRICT shall pay the costs of all permits and all other charges not specifically covered by the terms of this agreement, when applicable. Additional services requested shall be billed according to CONTRACTOR’S fee schedule.

VI. CHANGES AND MODIFICATIONS:

The District Project Manager or Contract Officer may authorize changes or modifications in writing to the work under this contract if it is in the scope of work and in the best interest of the DISTRICT. Authorized changes and modifications will be deemed provisions within this contract.

VII. ACCESS:

Work will be performed on private land. The DISTRICT has obtained permission from the landowners to perform the work. CONTRACTOR shall coordinate with DISTRICT and landowners to give appropriate notice before entering properties.

VIII. TERMINATION & DEFAULT

This contract may be terminated under any of the following conditions.

A. Federal, state, or local laws, rules, regulations, or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this contract or are no longer eligible for the funding proposed for payments authorized by this contract.

B. If any license or certificate required by law or regulation to be held by the CONTRACTOR to provide the services required by this contract is for any reason, denied, revoked, or not renewed.

C. The DISTRICT, by written notice of default (including breach of contract) to the CONTRACTOR may terminate the whole or any part of this contract under the following conditions:

(i) The CONTRACTOR fails to perform any of the other provisions of this contract, or so fails to pursue the work as to endanger the performance of the other provisions of this contract in accordance with its terms, and after receipt of written notice from the DISTRICT fails to correct such failures within ten (10) working days or such longer period as the DISTRICT may authorize.

D. CONTRACTOR shall not be responsible for damages nor be deemed to be in default because of delays in performance: 1) by reason of strikes, lockouts, accidents, acts of god, or other delays unavoidable or beyond CONTRACTOR’S reasonable control; 2) due to shortages or unavailability of labor at established area wage rate; 3) due to late, slow, or faulty performance by DISTRICT, other Contractors, or governmental agencies the performance of whose work is precedent to, or concurrent with, the performance of CONTRACTOR’S work.

In the case of any such cause, the time of completion shall be extended accordingly.

E. In the event all or any portion of the work prepared or partially prepared by the CONTRACTOR be suspended, abandoned, or terminated, the DISTRICT shall pay the CONTRACTOR for the work performed at the CONTRACTOR’S standard hourly billing rates, not to exceed any maximum contract amount specified herein.

Any such termination shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination

IX. INSURANCE & LIABILITY:

1. The CONTRACTOR shall maintain in full force and effect, general commercial liability insurance, auto, and equipment liability insurance while performing work under this contract.

Workers Compensation Insurance will be required for all employees working under this contract.

The CONTRACTOR shall provide the DISTRICT with proof of Workers Compensation Insurance.

2. The CONTRACTOR shall provide the DISTRICT with a certificate of insurance with the DISTRICT named as certificate holder. The certificate shall show no less than $1,000.000.00 for commercial general liability. In addition, the State of Oregon, the Illinois Valley Soil & Water Conservation District, the Illinois Valley Watershed Council their officers, divisions, agents, employees, agents shall be named as additional insured.

3. The CONTRACTOR certifies that all personnel and equipment shall be licensed as required by the State of Oregon or other regulatory agencies before performing work under this contract.

4. Each party agrees that it will be responsible for its own acts and the results thereof and will not be responsible for the acts of the other party and the results thereof.

5. The DISTRICT will not be liable for any damage to CONTRACTOR’s equipment caused by the

CONTRACTOR.

6. Should litigation be necessary to enforce any term or provision of this agreement, or to collect any portion of the amount payable under this agreement, than all litigation and collection expenses shall be paid to the prevailing party.

7. In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules.

8. To the fullest extent permitted by law, and not withstanding any other provision of this Agreement, the total liability, in the aggregate, of CONTRACTOR and CONTRACTOR’S officers, directors, partners, employees, agents and Subcontractors, and any of them, to DISTRICT and anyone claiming by, through or under DISTRICT, for any and all claims losses, costs or damages whatsoever arising out of, resulting from or in any way related to the Project or the Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability or breach of contract or warranty express or implied of CONTRACTOR or CONTRACTOR’S officers, directors, partners, employees, agents or Subcontractors or any of them, shall not exceed $50,000 or the total compensation received by CONTRACTOR under this Agreement, whichever is greater.

X. GOVERNMENT EMPLOYMENT STATUS & TAX COMPLIANCE:

The CONTRACTOR certifies by its signature below that it is not currently an employee of the Federal Government or the State of Oregon and is in full compliance with all Federal and State of Oregon tax law.

THE CONTRACTOR ACKNOWLEDGES THAT HE HAS READ THIS CONTRACT, INCLUDING

ATTACHMENTS, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND

CONDITIONS.

CONTRACTOR: ILLINOIS VALLEY SOIL AND

BUSINESS NAME WATER CONSERVATION DISTRICT

STREET ADDRESS P.O. Box 352

CITY, STATE, ZIP 331 E COTTAGE PARK DR, STE 1B

PHONE Cave Junction, OR 97523 541.592.3731

CONTRACTOR SIGNATURE CONTRACT OFFICER SIGNATURE